Concept of Corporate Governance
Based on our management philosophy, we at SMIC are aiming to improve our corporate value further by achieving our business goals and consistently providing excellent products to our customers along with carrying out corporate activities to fulfill our mission as a public institution while being aware of our position as a corporation.
We also hold ourselves accountable by disclosing information fairly to all our stakeholders.
We will encourage the pioneering spirit of "Pursuing Innovation Every Day," and establish a corporate governance system that can overcome any hardship.
Building a Corporate Governance System
| 1. | The Board of Directors is made up of directors and auditors. The Board, as the ultimate decision-making body in the company's business management, examines legal matters and makes decisions on or approves important matters pertaining to the company's management according to the relevant laws and Articles of Incorporation. |
| 2. | The Management Council include the Directors, Counselor, Deputy Counselor and Secretary, and functions as a deliberation and decision-making body for management affairs other than those deliberated and decided on by the Board of Directors. Matters concerning management affairs that should be deliberated and discussed by the Directors are reviewed in the Management Meeting beforehand as necessary and are then presented to the Board of Directors. |
| 3. | The Strategy Council includes the Directors, Counselor, Deputy Counselor and Secretary, and functions as a deliberation and decision-making body for management affairs other than those deliberated and decided by the Management Meeting. |
| 4. | Our company has two auditors based on the Companies Act. They conduct audits of day-to-day management activities including the execution of duties by directors. The auditors are a part of the Board of Directors and they voice their opinions as necessary to prevent illegal or remarkably unfair resolutions from passing. To strengthen our management oversight function, one independent auditor who has no stakes in the company is invited from outside the company. |
| 5. | We have established a separate code of ethics and information disclosure regulations as guidelines for deliberations and decisions made by the Board of Directors. |
| 6. | We have separately established various regulations, BCP management regulations, crisis management regulations, and information security regulations as guidelines for the deliberations and decisions made by the Management Council. |
Corporate Governance System Overview
